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THE BRIDGESTONE GROUPThe World’s Largest Manufacturer of Tire and Rubber ProductsSince its founding in 1931, the Group has steadily expanded its operations, centered on tire production, and today, the Group has over 180 manufacturing plants and R&D facilities around the world.
OUR BUSINESS
The Group provides tires for passenger
cars, trucks, buses, motorcycles,
construction and mining vehicles,
aircraft, etc. Its tire operations extend
across a wide range of fields, from raw
material production to sales and
maintenance, as well as retread
solutions businesses.
TIRE BUSINESS
CONTENTS
1 FINANCIAL HIGHLIGHTS
2 SEGMENT HIGHLIGHTS
4 MANAGEMENT TASKS
8 RESEARCH AND DEVELOPMENT
11 CORPORATE GOVERNANCE, COMPLIANCE, AND RISK MANAGEMENT
14 BOARD OF DIRECTORS AND CORPORATE AUDITORS
15 SHAREHOLDER INFORMATION
FORWARD-LOOKING STATEMENTSThe descriptions of projections and plans that appear in this publication are “forward-looking statements.” They involve known and unknown risks and uncertainties in regard to such factors as product liability, currency exchange rates, raw material costs, labor-management relations, and political stability. These and other variables could cause the Group’s actual performance and results to differ from management’s projections and plans.
The Group makes and sells a range of
rubber products and other products.
In recent years, Bridgestone has drawn
on its original technologies to launch
a number of environment-friendly
products, such as adhesive film for
solar modules.
DIVERSIFIED PRODUCTS BUSINESS
1Annual Report 2012 Operational Review
FINANCIAL HIGHLIGHTSBridgestone Corporation and Subsidiaries Years ended December 31, 2012, 2011, and 2010
2012 2011 2010 2012/2011 2012
Millions of yen Percent change Thousands of U.S. dollars1
Net Sales ¥3,039,738 ¥3,024,356 ¥2,861,615 0.5% $35,109,009
Overseas Sales 2,343,546 2,330,154 2,189,765 0.6 27,067,983
Operating Income 285,995 191,322 166,450 49.5 3,303,246
Net Income 171,606 102,970 98,914 66.7 1,982,051
Total Equity 1,419,094 1,165,673 1,176,147 21.7 16,390,552
Total Assets 3,039,251 2,677,344 2,706,640 13.5 35,103,384
Capital Expenditures 245,644 201,390 182,648 22.0 2,837,191
Depreciation and Amortization2 156,511 159,666 170,663 –2.0 1,807,704
Research and Development 82,801 83,982 85,154 –1.4 956,353
Net Return on Shareholders’ Equity (ROE) (%) 13.7 9.1 8.9 — —
Net Return on Total Assets (ROA) (%) 6.0 3.8 3.6 — —
Per Share Data Yen Percent change U.S. dollars1
Net Income
Basic ¥ 219.26 ¥ 131.56 ¥ 126.19 66.7% $ 2.53
Diluted 219.10 131.50 126.16 66.6 2.53
Shareholders’ Equity3 1,755.60 1,444.53 1,458.01 21.5 20.28
Cash Dividends 32.00 22.00 20.00 45.5 0.37
1 Solely for the convenience of readers, the Japanese yen amounts in this annual report are translated into U.S. dollars at the rate of ¥86.58 to $1, the approximate year-end rate.2 Amortization of Goodwill is included in Depreciation and Amortization. 3 Shareholders’ equity is equity excluding stock acquisition rights and minority interests.
Note: Net sales exclude inter-segment transactions.
Operating Income / Operating Income Margin
¥ billion / %
Net Income / ROE
¥ billion / %
Net Sales / Overseas Sales
¥ billion 70X30.5
2012
2011
2010
2009
2008
2,597.0
3,234.4
1,982.2
2,861.6
3,024.4
2,189.8
2,330.2
3,039.7 2,343.5
2,448.3
70X30.5
2012
2011
2010
2009
2007 7.4
2.9
5.8
9.4%
250.0
75.7
166.5
6.3 191.3
286.0
70X30.5
2012
2011
2010
2009
2007
1.0
171.6
131.610.3
103.09.1
98.98.9
0.1 /
13.7%
Bridgestone Corporation2
SEGMENT HIGHLIGHTSBridgestone Corporation and SubsidiariesYears ended December 31, 2012, 2011, 2010, and 2009
Tire BusinessTires: Tires and tire tubes for passenger cars, trucks, buses, construction and mining
vehicles, industrial machinery, agricultural machinery, aircraft, and motorcycles,
retreading materials and services, automotive maintenance and repair services,
tire raw materials, and other tire-related products
Diversified Products BusinessChemical and industrial products: Vehicle parts, polyurethane foam and related
products, electronic precision parts, industrial materials-related products, civil engineering
and construction materials and equipment, and other
Sporting goods: Golf balls, golf clubs, other sporting goods, and other
Bicycles: Bicycles, bicycle-related goods, and other
Other: Finance, and other
Note: Net sales exclude inter-segment transactions.
BUSINESS SEGMENTS
16%
84%
Net Sales by Business Segment
Net Sales by Business SegmentNet Sales / Operating Income Margin
¥ billion / %
Net Sales / Operating Income Margin
¥ billion / %
Capital Expenditures
¥ billion
Capital Expenditures
¥ billion
2012
2011
2010
2009
2007
2,151.3
2,377.3
2,536.7
2,554.1
2,750.4
3.5
6.4
7.3
10.2%
7.1
159.7
160.0
174.8
223.7
257.2
2012
2011
2010
2009
2007
2012
2011
2010
2009 445.7
484.3
485.6
487.6
0.1
2.8
1.2
5.3%
8.6
2012
2011
2010
2009
2007
21.7
22.9
26.8
22.5
32.8
Others
Europe
The Americas
Japan
3Annual Report 2012 Operational Review
Note: Net sales exclude inter-segment transactions.Net sales are categorized by the countries or territories of external customers. For net sales, operating profits, and operating margins by geographic segment, please refer to Supplementary Information of FY 2012, whose URL is http://www.bridgestone.com/ir/library/result/pdf/e_h24_supplementary.pdf
2012
2011
2010
2009
2007
614.8
671.9
694.2
696.2
941.5
2012
2011
2010
2009
2007
1,125.7
1,212.9
1,273.3
1,321.2
1,498.0
2012
2011
2010
2009
2007
363.0
388.0
418.8
348.2
511.7
2012
2011
2010
2009
2007
493.5
588.9
638.0
674.1
439.1
Net Sales
¥ billion
Net Sales
¥ billion
Net Sales
¥ billion
Net Sales
¥ billion
NET SALES By MARKET
22%
11%
44%
23%
Net Sales by Market
Net Sales by Market
Net Sales by Market
Net Sales by Market
4 Bridgestone Corporation
Seeking to be the “World’s undisputed No. 1 tire and
rubber company both in name and reality” as the ultimate
goal of the Group management, the Group will advance
all business activities based on an awareness of its
corporate social responsibility. To that end, the Group will
strive to realize the mission spelled out in its corporate
philosophy—“Serving Society with Superior Quality.” In
addition, the Group will solidify its business footing in
Japan and will rigorously proceed with Group and global
business development on the strong foundation of its
Japanese business.
In accordance with this fundamental approach, we
position the strategic business unit (SBU) organization
and the Mid-Term Management Plan (MTP) as the
foundation of management, and, striving to be a true
global corporation with management optimized on a
Group-wide basis, we step-up the pace of management
reforms and advance operational development.
The Companies face rapid, major structural changes
that can significantly affect earnings, including changes
in the composition of demand, new competition, and
fluctuations in currency exchange rates and the prices of
raw materials and feedstocks. Against that backdrop, the
Companies believe that it will be difficult to achieve
sustained, quality growth solely by pursing external
growth in the scale of net sales and its overseas business.
In addition, although there are signs of recovery in U.S.
business conditions, there are also concerns about a
serious economic recession in Europe and about
decelerating economic growth in emerging countries.
The degree of uncertainty and risk in the global economy
has increased beyond previous levels.
To respond quickly to this uncertainty and risk, we will
strengthen bottom-up proposal functions from the front
lines, communication intended to optimize Group and
global operations, and teamwork for the full utilization of
Group resources. In accordance with the Lean & Strategic
approach, we will create new customer value through
both technology innovation and business model
innovation. In this way, we will strive to be “Dan-Totsu” of
the industry in all aspects of businesses.
MTP2012 Target Performance
Management Target
• To achieve status as a true global corporation
• To achieve “Dan-Totsu” in all our industries
Target Performance
• ROA More than 6%, “improve further” as target
• Net sales Yearly average over 5% increase
• Operating income ratio Achieve 10% as early as possible,
“improve further” as target
• Capital expenditure Yearly average 250 billion Yen, approximately 50% for tire
strategic projects
MANAGEMENT TASKS
Five Approaches
Expanding strategic tire products and businesses
Reinforcing fundamental competencies
Making the most use of “vertical and horizontal expansion” efficiencies
“Selection and concentration” in diversified products business
Enhancing environmental activities and eco-friendly products and businesses
1
2
3
4
5
5Annual Report 2012 Operational Review
In our MTP 2012, which was announced in October
2012, we have formulated five items as initiatives to
be “Dan-Totsu.”
The first is expansion of strategic tire products and
businesses. In passenger tires, including runflat tires, UHP
tires, and winter tires, we will incorporate the Group’s
leading-edge technologies and take steps to aggressively
expand sales on a Group-wide basis. In the truck and bus
tire segment, in order to meet the needs of customers
and society for environment-responsive, cost
optimization, and safe operation, we will implement
global development of our solutions business utilizing
retread technologies, targeting especially strong growth
in emerging markets. In off-the-road radial tire market for
construction and mining vehicles, we will promote new
plant project in North America and will build a new plant
in Thailand as second overseas production site of off-the-
road radial tire. In this way, we will strengthen our system
in order to respond rapidly and with flexibility to changes
in the operating environment.
The second initiative is focused on reinforcing
fundamental competencies, specifically by leveraging
optimized specifications and reviewing cost for
processing while enhancing safety and quality in order
to bolster overall supply chain competitiveness. In
optimizing specifications, the fundamental task is to meet
the quality requirements demanded by the market. On
that basis, we will focus on technical developments that
also contribute to the environment, with a focus on
achieving enhanced safety and reducing raw material
consumption (half weight). We will strive to maximize
those effects through integrated activities that combine
product development, production technologies, and
procurement/internal manufacturing. In reviewing cost
for processing while enhancing safety and quality, we will
develop high-productivity technologies while maximizing
the use of existing production capacity. This will allow us
to establish an organizational system that contributes to
improved global profitability.
The third initiative is to make full use of vertical
and horizontal expansion efficiencies. Through vertical
Creation of New Customer Value through Technology and Business Model Innovation
The Bridgestone Group will work to reinforce the strengths of its “vertical and horizontal expansion.”
In this way, we will strive to achieve “technology innovation” in raw materials, products, and services, and to realize
“business model innovation” in the conduct of solution-based businesses from the customer’s perspective.
Technology innovation
Raw materials • Guayule
• Russian dandelion
• Biomass synthetic rubber
Products • Strategic products
• 100% sustainable material concept
• Air Free Concept
Services • Contact Area Information Sensing technology (CAIS)
• Tire Printing Technology
Business model innovation
Fleet solution • Solutions package proposals combining new tires, retread tires, and maintenance services
Mining solution • New customer value created by combining Bridgestone products and services
6 Bridgestone Corporation
expansion in the upstream sectors of the supply chain,
we will control tire quality and cost beginning at the raw
material level. In the downstream, we will expand the
network of retail outlets to provide customers with
optimal products and services on a timely basis. In addition,
we will advance initiatives that fully leverage our ability
to rapidly respond to market needs. Moreover, through
“horizontal expansion,” we will evaluate the roles of
industrially developed countries and emerging countries
in sales and production, and invest management resources
to maximize their contribution to the Companies as a whole.
The fourth initiative is business planning based on the
principles of selection and concentration in diversified
products business. Through further strengthening our
global business, working to develop new business models
and leveraging technological strengths in such areas as
rubber, adhesives, and reinforcement materials, we will
work to expand profits, mainly from Anti-Vibration Rubber,
belts, hoses, rubber crawlers, and seismic isolation rubber
businesses in chemical and industrial products operations.
In addition, in BSAM’s diversified products business, we
will reinforce the building products operations, centered
on roofing products.
The fifth initiative involves environmental activities
and eco-friendly products and businesses. In accordance
with the recently reissued and reinforced global
Environmental Mission Statement, we have determined
the long-term direction of the Companies’ environmental
activities. Moving forward, we will target the realization
of three societies—an ecological conservation society,
a resource conservation society, and a reduced CO2
emissions society. We have already established certain
numerical objectives to support these three societies,
such as targets for CO2 emission reductions, taking into
consideration such factors as the social and operating
environments. By incorporating these into plans for
individual eco-friendly products and operations, we have
a framework for the achievement of these goals.
The Group believes that in order to realize a basic system
for implementing those strategies and measures, it must
optimize organizational systems on a Group and global
basis and undertake a Mid-Term Management Plan that is
MANAGEMENT TASKS
Bridgestone’s resources for vertical integration: upstream rubber operations in Indonesia (left) and downstream Cockpit, a retail outlet in Thailand
7Annual Report 2012 Operational Review
consistent for the Group as a whole. Therefore, the Group
will continue to strengthen those aspects of its operations.
As an organizational systems initiative, the Group will
gain an accurate understanding of market and customer
needs in regions worldwide. Based on that understanding,
the Group will evolve and further increase the effectiveness
of the SBU system, which was introduced to reflect such
needs optimally and rapidly on a Group and global basis.
Further, in order to prevail and survive amid tough
business conditions, it is critical for the Group to exploit
its wide-ranging and diverse management resources to
the utmost and in accordance with consistent targets and
plans. To realize those objectives, the Group will revise
the Mid-Term Management Plan on an annual rolling basis,
extending it by one year at a time. Those revisions will
enable the Group to respond accurately and rapidly
to dramatically fluctuating business conditions as it seeks
to maintain earnings levels. In other words, the Group will
move forward vigorously to build a corporate organization
that steadily increases profitability.
In addition, the Group will step up efforts to build
systems that will enable the realization of its responsibilities
as a company toward all of its stakeholders. The Group
will conduct regular yearly reviews of its policy for the
development of internal control systems that ensure
appropriate operations. Moreover, the Group will
undertake reviews of that policy as needed and steadily
develop systems in accordance with the policy. For
corporate governance systems, the Group will take
further steps to ensure that the Company’s decision
making consistently follows fair and transparent rules.
Centering on the Integrated CSR Enhancement
Committee, the Group’s corporate social responsibility
activities will establish systems and heighten the
effectiveness of activities in all areas, including rigorous
risk management for environmental protection, product
safety, compliance and disaster prevention and safety
initiatives; internal control improvement; employee
education; and corporate citizenship activities.
Bridgestone’s Long-term Environmental Vision
In April 2012, the Bridgestone Group set a long-term environmental vision for the year 2050 and beyond with respect to the three objectives of our Environmental Mission Statement - namely, ecological conservation, resource conservation and reduction of CO2 emissions - in order to help establish a more sustainable society.
2020 2050 and beyond
In harmonywith nature
Value naturalresources
Reduce CO2
emissions
CO2
reduction
In balancewith nature
100%Sustainablematerials
Globally-agreedtarget
Ecologicalconservation and
restoration
Resourceproductivity
sustainablesociety
Bridgestone Group’sEnvironmental Mission
Back casting
Long-term visionMid-term target
8 Bridgestone Corporation
The Group’s mission of “Serving Society with Superior
Quality” mandates an unending quest to create higher
value-added products worldwide to fulfill increasingly
diverse societal requirements and market needs. To
respond appropriately to rapidly changing market trends,
such as changes in demand and competitive structure,
the Group conducts R&D activities with the objective of
establishing a competitive business model on a global
basis, taking into consideration the environmental impact
of its product development and production processes.
A key challenge of the Group is to be “Dan-Totsu” of
technology in each business domain in accordance with
the Mid-Term Management Plan.
The Group conducts technical development in a wide
range of fields, from the development of raw materials,
products, and services to future-focused fundamental and
production technologies. Technologies that optimize
quality and minimize cost of the product from the raw
materials level can facilitate reductions in raw material
consumption and contribute to environmental
conservation and can help offset higher prices for raw
materials. Activities also focus on contributing to the
development of business solutions that provide products
and services with added value.
Tires
R&D programs in the tire segment are based on the
development philosophy of “peace-of-mind” for
everything. The Group seeks to create tires with higher
added value through the pursuit of three core elements
of technology and product development of tires:
environment, safety, and comfort. Based on the above-
mentioned philosophy, the Group strives to further
reinforce this area as core eco-friendly product group and
businesses and strategic product group and business.
With regard to minimizing environmental impact, the
Group will endeavor to develop eco-friendly tires that
fulfill three environmental goals of the Group’s
Environmental Mission Statement: in harmony with
nature, value natural resources, and reducing CO2
emissions. In 2012, the Group established a long-term
environmental vision targeting 2050 and beyond in these
three activity areas. These initiatives are designed to
promote safety and comfortable mobility in the future
and to help realize a sustainable society.
Regarding the activity of “In harmony with nature,”
the Group is developing a new method of inhibiting
disease in rubber trees in order to advance the productivity
of natural rubber. The introduction of a scientific diagnostic
methodology enables easier and speedier visual diagnosis
of disease.
Regarding the activity of “Value natural resources,”
the Group has set the goal of continuously using “100%
sustainable materials” in our products as the long-term
vision for 2050 and beyond as tire technology for the
future. We will take the following actions as we work
towards this goal; (1) reduce raw material consumption,
(2) recycle resources and use them efficiently, and
(3) expand and diversify renewable resources. Specifically,
regarding (3) expand and diversify renewable resources,
the Group is accelerating R&D activity for renewable
natural rubber by developing Guayule and Russian
dandelion. At the 2012 Paris Motor Show the Group
exhibited a concept tire of “100% sustainable materials.”
Guayule Russian dandelion
RESEARCH AND DEVELOPMENT
9Annual Report 2012 Operational Review
Further, the Group is targeting the year 2020 for
commercial sale of certain sustainable materials used in
the manufacturing process.
Regarding the activity of “Reducing CO2 emissions,”
the Group believes that the development of tires with
reduced rolling resistance designs, which enhance fuel
efficiency, can make a major contribution to the
reduction of CO2 emissions.
The Group’s ECOPIA line of eco-friendly tires features
reduced rolling resistance without impairing safety, which
is achieved in part through the use of NanoPro-Tech
(Nanostructure-Oriented Properties Control Technology),
a Group-patented technology.
The Group has begun to supply ECOPIA tires as original
equipment passenger tires for the TOYOTA PRIUS PHV,
Mitsubishi Mirage, Nissan Serena S hybrid, and other cars.
In the replacement market in Japan, the Group has
launched The ECOPIA EP001S, which has obtained the
highest rank—AAA—for rolling resistance performance
and the highest rank “a” for wet grip performance under
the Japan Automobile Tire Manufacturers Association,
Inc.’s “Labeling System.” Moreover, the Group has
launched “ECOPIA EV – 01” for electric cars, which is
developed based on the noise sensory assessment in
collaboration with an outside research institute and noise
restraining technology cultivating by “REGNO.” In the
future, the Group will continue to take aggressive steps to
further enhance the ECOPIA lineup, including global
development and expanding original equipment offerings
on new cars.
The Group has positioned runflat tires as an important
strategic product line. The Group is actively working to
promote the use of runflat tires, which continue to
function at a specified speed for a specified distance after
the loss of air pressure. In addition, since the runflat tires
eliminate the need for a spare tire (emergency use tire),
they help to conserve resources and support improved
fuel efficiency through reduced vehicle weight.
The Group’s strategic products also include off-the-
road radial tires for construction and mining vehicles. The
use of advanced technologies in these products has
earned an excellent reputation of the Group in the
marketplace. The Groups new off-the-road plant in Aiken
County, South Carolina, USA will begin production in
2014, followed in 2015 by the new construction and
mining radial tire plant in Rayong, Thailand. The Group is
expanding its production and supply capacities by
developing the production technologies overseas.
Moreover, the Group launched a new system of
monitoring tire pressure and thermal management
“B-TAG” which is sending information measured by
a uniquely developed sensor to drivers in real. The Group
will deploy this new solution business globally in the future.
The solutions business using retread tires contributes
to improve total life and fuel efficiency by integrating
new tires, retread tires and maintenance. The Group is
developing Bandag Retread Factory outlets that offer
integrated manufacturing, service, and sales of retread
tires at more locations globally. In addition, the Group is
also developing the Eco Value Pack, which contributes to
environmental conservation, cost optimization and safe
operation domestically. As for new technologies for the
future, the Group successfully developed the TRISAVER,
a new truck and bus tire manufacturing technology,
Concept tire of “100% sustainable materials”
TRISAVER
10 Bridgestone Corporation
which results in both significant resource conservation
and enhanced fuel efficiency by using the retread
technology. While new tires are manufactured by
vulcanizing all the materials at once, the TRISAVER
technology employs separate vulcanizing of the casing
(the original body of the tire) and the tread (the rubber
component of the tire that makes contact with the road).
This new technology greatly reduces rolling resistance
compared to conventional tires, and at the same time
enhances durability, thereby potentially increasing the
number of times the tire can be retreaded.
Diversified products business
In the diversified products business, the Group continues
working to strengthen its product lineups in key
operational fields. At the same time, the Group is tackling
R&D activities with the objective of providing products
that accurately meet constantly changing needs and
foster customer satisfaction.
The quality of the Group’s adhesive film for solar
modules, which is one of its key products in the high-
performance film field, is highly regarded in the
marketplace. That quality was made possible by the
Group’s original material composition technologies and
superior precision processing technologies. Solar modules
provide an environmentally friendly system for generating
green power and demand for them is expected to grow in
the medium and long term. By working to achieve further
increases in the performance of the Group’s products and
taking aggressive steps to boost our production capacity,
the Group is making a contribution to the spread of
green energy.
Regarding rubber for the seismic isolation of buildings,
which prevents building collapse and damage by
earthquakes, the Group continues to develop high-
performance products while considering the
environment. The Group has begun to sell new products
designed to reduce impact on the environment both
during production and after use, through the use of
materials developed to replace lead, which provided an
attenuation characteristic.
The Group successfully developed Anti-Vibration
Rubber with significantly reduced weight in comparison
with conventional products by mixing with plastic torque
rod and resinifying clasp. This product was appreciated
due to the contribution to improvement of fuel
consumption efficiency by resources-saved product and
car weight saving. Consequently, the product was
awarded the Chairman’s Prize from the Chairman of Japan
Management Environmental Association for industry,
2012 Resource Recycle Technology System Honor.
RESEARCH AND DEVELOPMENT
Anti-Vibration RubberRubber for the seismic isolation of buildings (High-damping rubber bearing)
Bolt hole
Cover rubber
Flange
High-damping rubber
Steel shim
11Annual Report 2012 Operational Review
Continually enhancing corporate governance is one of
management’s most important focus points. This will
ensure that the Bridgestone Group continues to fulfill its
founding mission as stated in its corporate philosophy:
“Serving Society with Superior Quality.”
Based on this approach, in accordance with the
responsibility and authority delineated in the Administrative
Authority Rules, as well as in the Policy Management Rules,
Bridgestone Corporation is committed to developing,
communicating, and abiding by fair, transparent decision-
making and management policies.
Overview of corporate governance system
Bridgestone has adopted a corporate officer system to more
clearly distinguish between management and operational
responsibilities. This system allows the Board of Directors
to focus more effectively on overseeing the execution of
business operations. There were nine directors, including
four outside directors, as of December 31, 2012. At the
General Meeting of Shareholders held on March 26, 2013,
all of the directors reached the end of their tenure, and eight
directors, including four outside directors, were elected.
Bridgestone has adopted a corporate auditor
governance model as specified in the Companies Act. The
corporate auditors audit the execution of duties by the
directors, while the Board of Directors oversees the
execution of duties by the directors. As of December 31,
2012, the Board of Corporate Auditors has four members,
including three outside corporate auditors, one of whom is
a full-time outside corporate auditor.
In addition, to further raise the transparency and
impartiality of corporate governance, on January 31,
2013, the Nominating Committee, Compensation
Committee, and Governance Committee were established
as advisory bodies to the Board of Directors. Following
deliberations, these committees provide advice to the
Board of Directors in regard to such matters as personnel
issues that involve directors, the compensation of directors
(when the total amount of auditor compensation is
revised, then that amount), and the governance system
and related issues. These committees are composed of
four outside directors, and one or more corporate auditors
participate as observers.
In regard to personnel and compensation matters that
involve corporate officers who are not concurrently
serving as directors, the Officer Nomination and
Compensation Committee serves as an advisory body to
the CEO and Representative Board Member (CEO) and the
COO and Representative Board Member (COO), who
are the leaders of the operating divisions. Following
deliberations, this committee provides advice to CEO and
COO, and then further deliberations are held at meetings
of the Board of Directors, which makes decisions. The
Officer Nomination and Compensation Committee is
composed of five or more members who are selected from
among directors, corporate officers, or divisional heads
who have been nominated in advance by the Board of
Directors. In addition, one or more corporate auditors
participate as observers.
Bridgestone has a management system in which CEO
and COO are the leaders of the operating divisions. CEO is
principally in charge of overall management and strategy,
and COO is principally in charge of operations. At the same
time, these two officers implement a system of mutual
checks. In addition, the Chairman of the Board leads
meetings of the Board of Directors and the General
Meeting of Shareholders. The Company has taken steps to
further strengthen its corporate governance system by
separating and clarifying the respective roles and authority
of CEO, COO, and Chairman of the Board; by advancing
the sharing of information; and by increasing the
transparency of decision-making processes.
In the operating divisions, the Company has
established the Executive Operational Committee, which
deliberates and reports on specific matters set forth in
Company policy as well as other important matters. In
addition to key corporate officers, such as CEO and COO,
the full-time corporate auditors are also standing members
of the Executive Operational Committee. In this way, the
committee ensures that information about the status of
management execution is shared and that the supervisory
function is fulfilled. As described above, the Officer
Nomination and Compensation Committee has been
established as an advisory body to CEO and COO. The
committee provides advice on personnel and
compensation matters that involve corporate officers who
are not concurrently serving as board members.
In addition to compliance with laws, regulations, and
the articles of incorporation, the Company has formulated
a structure to promote compliance and basic policies,
CORPORATE GOVERNANCE, COMPLIANCE, AND RISK MANAGEMENT
12 Bridgestone Corporation
which call for members of the Board, corporate officers,
and all Bridgestone employees to conduct themselves in
line with the corporate philosophy, so that the Bridgestone
Group can maintain the trust of its stakeholders. A unit
dedicated to handling compliance, which is overseen by
the Chief Compliance Officer (CCO), has responsibility for
the operation of a compliance helpline which provides
compliance-related advice to employees, as well as for
promoting compliance-related education for directors and
employees. Recognizing the importance of compliance
activities as an element of corporate social responsibility
(CSR), Bridgestone has established the Compliance
Committee, which is chaired by CCO and is a subcommittee
of the Integrated CSR Enhancement Committee, which is
chaired by CEO. Moving forward, Bridgestone will continue
to advance compliance activities as one facet of its CSR.
Risk management activities, led by the Chief Risk
Officer (CRO), focus on the identification and mitigation of
operational risks and the implementation of measures—as
outlined in a basic risk management manual—designed to
prevent both small-scale accidents and large-scale
incidents. CRO is also responsible for contingency planning
activities which include the formulation and review of
business resumption plans aimed at restoring operations as
quickly as possible in the event of any disruption. In line
with the recognition of the importance of risk
management in CSR, Bridgestone has previously
established the Risk Management Committee, which is
chaired by CRO and is a subcommittee of the Integrated
CSR Enhancement Committee. Moving forward,
Bridgestone will continue to find additional ways to
strengthen the system to comprehensively manage risks
that could have a major influence on the operating
activities of Bridgestone and other Group companies.
Bridgestone has formulated internal policy guidelines
regarding the protection of personal data. In addition to
developing and implementing a management system
based on this policy, all employees of the parent company,
Bridgestone Corporation, undergo privacy training and are
provided access to related awareness programs to address
this important issue.
On May 1, 2006, the Board of Directors instituted an
official company policy governing internal control systems;
the Company reevaluates its activities in this area each
year, working to ensure appropriate internal control.
In regard to the Japanese Financial Instruments and
Exchange Act, and in particular to the section regarding
the evaluation of internal control systems to assure the
reliability of financial reporting and related information,
Bridgestone will work to ensure an effective and reliable
system of internal controls on a Group-wide basis and to
further raise the level of internal control throughout
the Group.
Bridgestone has no connection whatsoever with
antisocial forces or groups that threaten public order and
safety, and takes a resolute stand against such activities.
A department has been established to evaluate information
received regarding such matters and take necessary action
to ensure compliance with this policy, and the Company
has worked to build relationships of trust and cooperation
with external institutions, such as the police and other
related organizations. Bridgestone is working to create
a manual for dealing with inappropriate or illegal requests,
evaluating contracts and the parties thereto to ensure
their appropriateness and that they have no relationship
with any organizations or groups that are illegal or
threaten public order or safety, and are implementing
other related measures. Bridgestone will strive to see that
these measures are widely known and will continue to
strengthen internal systems aimed at identifying any such
groups, programs, or initiatives with which the Company
may come in contact.
Status of audits by the corporate auditors, the
internal auditors, and the independent auditors
The corporate auditors conduct their audits based on
policies determined by the Board of Corporate Auditors.
Directorial conduct oversight involves a number of
auditing activities, including attending meetings of
the Board of Directors and other important meetings,
interviews with directors to ascertain the status of
operations, reviews of important business documents and
on-site audits of business offices. Moreover, the corporate
auditors meet with the representative directors to
exchange information and opinions and hold meetings
with the corporate auditors of major Bridgestone
subsidiaries in Japan. Bridgestone has established
Corporate Auditor Office with dedicated staff as the
organization to support the Board of Corporate Auditor.
CORPORATE GOVERNANCE, COMPLIANCE, AND RISK MANAGEMENT
13Annual Report 2012 Operational Review
As of March 26, 2013
The Internal Auditing Office and internal auditing
departments within the Company’s divisions and major
subsidiaries conduct internal accounting and operational
audits. The Internal Auditing Office makes annual audit
plans and conducts on-site audits of each function,
division, and subsidiary. It employed 31 people (excluding
those working concurrently in other positions) as of
December 31, 2012. The Internal Auditing Office and the
Company’s internal auditing departments have conducted
audits at Group companies that have instituted organizational
changes in line with the provisions of the Act, with the aim
of ensuring a more robust internal control system.
Deloitte Touche Tohmatsu LLC performs the
accounting audit of the Company’s financial statements.
The accounting audit team in fiscal 2012 included four
certified public accountants, eight assistants who were
certified public accountants, four associate members of
the Japan Institute of Certified Public Accountants, and
eight other staff members.
The corporate auditors, the Internal Auditing Office, and
the accounting auditors exchange information and opinions
as necessary and generally maintain close contact, thereby
working to increase audit efficiency and effectiveness.
Outside directors and outside corporate auditors
As of March 26, 2013, the Company has four outside
directors and three outside corporate auditors.
The Company believes that the outside directors
contribute to the strengthening of corporate governance,
including appropriate decision-making at meetings of
the Board of Directors. To that end, the outside directors
provide independent opinions that reflect their sound
judgment and extensive experience, which are based on
their varying backgrounds and fields of specialization. In
addition, the Company believes that the outside corporate
auditors can enhance the effectiveness of the corporate
auditors in audits of directors’ business execution. To that
end, the outside corporate auditors attend important
meetings, such as meetings of the Board of Directors and
meetings of the Board of Corporate Auditors, and provide
opinions from an objective, neutral viewpoint, based
on their varying perspectives as specialists and on their
extensive experience.
Through measures and deliberations at meetings
of the Board of Directors, such as those regarding the
reevaluation of policies related to financial reporting and
the establishment of internal control systems, the outside
directors directly and indirectly receive reports from
internal control departments and implement effective
oversight of the directors. Through measures and
deliberations at meetings of the Board of Directors, such
as the reporting of financial results or the reevaluation of
policies to enhance internal control systems, and through
exchanges of information and opinions at meetings of
the Board of Corporate Auditors, the outside corporate
auditors work closely with the corporate auditors, the
Internal Auditing Office and the independent auditors and
strive to enhance the efficiency and effectiveness of audits.
Board of Corporate Auditors Corporate Auditors (4)
(includes 3 outside corporate auditors)
AuditInquiry
Report
General Meeting of Shareholders
IndependentAuditors
Executive Operational Committee
Officer Nomination and Compensation Committee
Integrated CSR Enhancement Committee
Compliance CommitteeRisk Management Committee
Social Activities CommitteeGroup Environmental CommitteeGroup Safety Committee
Corporate Officers (includes those serving concurrently as Board members)
Business and Management Sections
Corporate Officer responsible for Internal Auditing
Internal Auditing Office
Corporate Auditor Office
Accountingaudit
Internal audit
Management oversight
Operational execution
Board of Directors (8) (includes 4 outside directors)
Chairman of the Board
Advisory Committee to the Board of Directors
Nominating CommitteeCompensation Committee
Governance Committee
CEO and Representative Board Member COO and Representative Board Member
Yoshiyuki Morimoto
Takao Enkawa1
Masaaki TsuyaCEO and Representative
Board Member
Concurrently Chairman
of the Board
Narumi Zaitsu
Kimiko Murofushi1
Sakie Tachibana Fukushima1
Scott Trevor Davis1
Kazuhisa NishigaiCOO and Representative Board Member
14 Bridgestone Corporation
BOARD OF DIRECTORS AND CORPORATE AUDITORS As of March 26, 2013
Mikio Masunaga (Full-Time)
Katsuji Hayashi2 (Full-Time)
Kenichi Masuda2
Tomoko Watanabe2
2 Outside Corporate Auditor as set forth in Article 2–16 of the Companies Act of Japan
For information regarding corporate officers, please refer to the Bridgestone Data 2013.
http://www.bridgestone.co.jp/corporate/library/data_book/pdf/BSDATA2013.pdf
For information regarding major subsidiaries, please refer to the Business Report for the 94th Fiscal Period.
http://www.bridgestone.com/ir/library/business_reports/pdf/business_report_for_the_94th_fp.pdf
BOARD OF DIRECTORS
BOARD OF CORPORATE AUDITORS
1 Outside Director as set forth in Article 2–15 of the Companies Act of Japan
15Annual Report 2012 Operational Review
Common Stock Price IndexNikkei Stock Average
06050403020100999897969594939291908912/88
100
200
07 11 12100908
Head office
10-1, Kyobashi 1-chome, Chuo-ku,
Tokyo 104-8340, Japan
Phone: +81-3-3563-6811 Fax: +81-3-3567-4615
www.bridgestone.co.jp
Established
1931
Employees
143,448
Independent auditors
Deloitte Touche Tohmatsu LLC
Technical centers
Bridgestone Corporation: Tokyo and Yokohama, Japan
Bridgestone Americas: Akron, Ohio, United States
Bridgestone Europe: Rome, Italy
Consolidated subsidiaries
316 companies
Paid-in capital
¥126,354 million
Shares
Authorized: 1,450,000,000
Issued: 813,102,321
Transfer agent
Sumitomo Mitsui Trust Bank, Limited
4-1, Marunouchi 1-chome, Chiyoda-ku,
Tokyo 100-8233, Japan
Common stock traded
Tokyo, Nagoya, Osaka, Fukuoka
Common stock price index(Relative to Nikkei Stock Average)
Common stock price range(Tokyo Stock Exchange)
Note: Relative value is based on 100 at the end of December 1988.
SHAREHOLDER INFORMATION As of January 1, 2013
2006 2007 2008 2009 2010 2011 2012
Yen
High 2,945 2,715 2,170 1,813 1,700 2,002 2,245
Low 1,903 1,941 1,215 1,094 1,396 1,506 1,602